5.1 Assignor is a [corporation][limited liability company][national banking association] organized and
validly existing in good standing under the laws of [            ] and has the              power to own its assets
and to carry on its business as presently conducted and to enter into and perform this Agreement. 

  

 5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery
hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of
Assignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments
to which Assignor is a party or by which Assignor or its properties or assets are bound. 

  

 5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement
by Assignor. 

  

 5.4 This Agreement has been duly executed and
delivered by Assignor and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

  

 Article 6. Miscellaneous.